What happened?
by LuffyMarra
Summary: This is in response to LadyLyre's challenge on the Fusion Fall Forum. What did happen to the characters of Fusion Fall between the past and the future? Check out the re-post 'What Happened? Redone'
1. Chapter 1

Disclaimer: I do not own Fusion fall, or any of the Cartoon Network characters. Wish I did though.

Author notes: OK, I love this game and this story is in response to LadyLyre's challenge on the FF forum. Hope I kept within the rules for your challenge, and just to tell you, flames will be used to roast Fuse. Now on with the story.

A/N: I now have a person willing to beta for me. Special thanks to Lightning Bird for going over this for me. Hopefully I'm not annoying her too much with my bad eye for details or grammar.

Dexter knew that his friend from the past was staring after him in disbelief as he ran back the way they had just come. As he turned the corner he stopped to listen; he could hear her murmur several choice words regarding his intelligence, before a sigh was heard. Dexter knew what she were thinking; he had seen the doubt and concern cross his friend's face just before he had turned away, but he had no other choice. Dexter couldn't take the chance of Fuse getting his hands on any of technology from his lab. To do so would cause the destruction of their side of the war. After another minute, Dexter heard his friend's footsteps going towards the warp pad, and as the familiar sound of it activating reached his ears, he breathed out a sigh of relief grateful that she had decided to listen to him. As he started deeper into the lair, his com unit went off.

"Dexter! Come in, do you read me?" came the very familiar voice of Number 2.

"Dexter here. What is it Number 2?"

"We can't hold Tech Square any longer; areas are already starting to sink! What should we do?"

"Get out now! My time-traveling friend will be there shortly. You need to find Mandark, and I cannot believe I am saying this, get him to help you get started rebuilding the time capsule. Do not worry, I will be along shortly. Dexter out!"

Knowing his friends would be furious with him for going on by himself, Dexter raced further down the twisted paths of Fusion Buttercup's lair, looking for the technology he knew had been stolen from his lab. Just as he found the room where the Fusion had piled it (probably so it could go back to steal more), the ground once again began to heave and shake under his feet. Knowing that his time was up, Dexter contacted Computress and had her recorded a message to give to the others. In it he told them that he would be fine and to just get his time-traveling friend back to the past. Ending his message, Dexter couldn't help the small part of his mind that wondered if his statement about being fine would turn out true.

Quickly shaking off such thoughts, he pulled out three proton grenades from the pack at his side, primed the timer, and threw them into the middle of the stolen technology. Standing there for a moment, he looked calm as ever on the outside, but on the inside he was raging at the lost of so much of his work. He was also worried; certain that this setback would cause problems for their side's plans for winning the war. Dexter was determined, promising himself that Fuse would pay for all he had done. Turning, he started to run back the way he had come hoping that the warp pad was still at the lair's entrance, wanting more then anything to keep his word to his friends.

Confident that he could reprogram the warp pad to take him to Genius Grove, he let himself imagine the chewing out that his friends were going to give him. Dexter quickly realized that for once he would enjoy every minute of it as long as it meant that they were all safe. Coming around the last corner near the warp pad, he skidded to a stop and quickly backpedaled. Looking back around the corner, Dexter's eyes narrowed in frustration.

The room with the warp pad was filled with Fusion mechs. There was no way for him to safely reach the pad and reprogram it with so many in the room. Pulling back, he found a small alcove in the wall, and ducking in began to pace. As he walked, several plans ran through his mind, each one discarded faster then the last. Just as he was about to give it up as hopeless, a large explosion knocked him off his feet and into the wall. Blinking in surprise, he tried to remember if he had seen anything in that pile that would cause such a large blast, but quickly disregarded that line of thought as every Fusion mech that had been in the warp pad room rushed past his hiding place, towards the direction the explosion had come from.

Waiting a few seconds to make sure they were out of sight, Dexter rushed out of his hiding spot and ran toward the warp pad. Kneeling down, he started to modify the warp pad's programming to take him outside the now-destroy Tech Square to Genius Grove. So engross was he in his work, that he failed to hear the footsteps approaching him until it was too late. Even as he started to turn, Dexter felt something collided hard with the back of his head. Falling to his side on the ground, Dexter could do little as the person grabbed him by the front of his lab coat and lifted him onto his knees.

Trying to focus through the dizziness and pain, Dexter felt his stomach plummet as he realized that he was looking at a red version of his own lab coat. Pushing back the darkness that hovered at the edges of his vision, he slowly lifted his head until he was looking into the red eyes of his doppelganger. Seeing those eyes filled with a merciless glee, Dexter knew that he would not be making it back to his friends. As Fusion Dexter lifted his wrench, Dexter could only hope that his time-traveling friend would make it back to the past and help stop this future from ever happening.

Then Dexter knew only darkness.


	2. Chapter 2

Hunger. Pain. Fear. Weakness. This was all Dexter had known for days. Was it days? Weeks? He had lost track of time a while ago. He could remember waking up the first day in this cell, and hearing, seeing friends he had thought were dead, and also ones he thought were safe back home, in cells of their own. He had felt such a fury fill him at that moment that, had he been able, he would have broken out and freed everyone there, but he couldn't. The fusions were using a device that drained a person's energy, leaving them weak and barely able to move.

After that day, Dexter's waking moments were filled with visits from his fusion double, and the troubled thoughts brought by him. His double loved to torment Dexter, he loved to try and pry information about the earth's remaining defenses from him, but most of all the fusion loved placing doubts into Dexter's mind. Doubts that the earth would win, that there was anyone truly left to battle Planet Fusion, but Dexter never let these doubts break him. The only thing that kept him strong was the knowledge that his friends were rebuilding the time capsule, and that his friend from the past would soon go back. He just wished he could know if and when they succeed.

Suddenly, Dexter realized that he could feel some of his strength returning to him. He knew that this meant one of two things: meal time or another round of questions and silence with his double. With this knowledge in mind, it didn't surprise Dexter when his fusion double entered his cell. What did surprise Dexter was the three fusion mechs flanking his double.

"Lord Fuse wishes to see you Dexter. Get up!" commanded Fusion Dexter, as the mechs moved into the room. Seeing no advantage to fighting them at this time, Dexter slowly got to his feet and shakily followed them out of the cell. As they walked, Dexter made an effort to try and see exactly who were in the cells next to his. He only froze once, a look of horror crossing his face, as in one cell he saw Ben laying on his back, the Omnitrix dark on his wrist. A shove from the mech behind him was the only thing that got Dexter to walk away from the sight of his defeated friend.

After a long walk, they came to a big open room where Dexter could just make out a figure sitting in the shadows. Moving to the center of the room, Dexter was forced to kneel facing just to the left of the figure.

"Dexter," said a voice that was filled with such hate, such hunger, such evil, that it sent shivers down Dexter back. "Who is this person?"

Suddenly images started to play out in the air in front of him. It took a few scenes before Dexter realized that he was watching his friend from the past. He watched them battle the different forms that the fusions took. He watched as they added three more nanos to their com. His stomach dropped as he watched them get hit in the eyes with fusion matter, but then rose as he saw them still fighting even blindfolded, but what truly began to kindle hope in him, were the items that they were slowly collecting. Each item was one of many needed to rebuild his time capsule. The last scene Dexter was shown turned that flame into a raging bonfire. He saw that they were in the junk yard, and saw them pick up the head to that stupid Larry 3000 robot. Then, as if they knew they were being watched, they suddenly turned until it seemed that they were looking right at him through the blindfold. Making several signs with their hand, they grinned widely, and then ran for the nearby warp pad. Dexter could read the signs, he knew what they meant, 'I'm out of here, Dex.' That one message made all Dexter's fears and doubts leave him, and he turned to Fuse with a wide smile on his face.

"That, Fuse, is your doom, and you're powerless to stop them now." Dexter could hear the smugness in his own voice, and wasn't surprised when Fuse let out a furious yell and pain exploded along his skull.

Dexter awoke later, in his cell, to a voice weakly calling his name. Fighting the ringing in his ears and the pounding of his head, Dexter forced himself to the front of his cell and grabbed the hand he could just see trying to reach around the edge.

"Dee Dee," Dexter said, gripping the hand in his with as much strength as he could.

"Dexter, what's going on? It's like everything keeps fading in and out.' He could hear the fear in her voice and wished there was more that he could do for her.

"This timeline is ceasing to exist, Dee Dee," realizing she may not understand him, he went on before she could interrupt. "Our friend from the past, has gone back, and is changing our future for the better, so this future is fading away."

"Will it really be better, Dexter?" asked Dee Dee, hope filling her voice for the first time, in a long time.

"Yes sister, it will be much better."

"Good! You're always right, Dexter. You'll be right this time too," her voice sounded so far away, and then Dexter realized he could no longer feel her hand in his. Pulling his now empty hand back into his cell, Dexter turned over to lie on his back. Closing his eyes, he could feel himself slowly fading, a strange sensation to be sure, but as he heard the furious yell of Fuse echo down the hall, Dexter couldn't help the bitter smile that crossed his face.

"I hope you and I are both right."


	3. Ben

**Disclaimer**: Don't own Fusion fall or the cartoon network show. Wouldn't be work and would have a lot more type for my stories if I did. : P

Ok, in my last chapter I realized that I didn't relay to my reviewers, so here goes:

Lyle: thanks for the nice review, and good guess on the nanos, but the three I was talking about were Number 2, eddy and Eduardo. After all Dex was there at the creation of nano Buttercup.

Lady Lyre: Thanks, glad to know I stay within the guidelines. Hope you liked the last chapter and this one. Also thanks for helping with my grammar, (rubs back of head), I'll keep an eye out for stuff like that, but I'll take any help I can get.

FusionFaller01: (Laughing) I can so see Mr. Herramin doing that.

MusicStar21: Yeah I did beat up on Dexter, but hope the second chapter was to your liking. Though I did beat him up some more.

**Now on with the story**.

"Where are they?" yelled Ben, as he leaned over the edge of the carrier and watched as section after section of Tech Square turned into a sea of fusion matter.

"Relax Ben, you know Dex. He'll try everything he can think of before he'll give up on the square," replied Number Five, but she looked just as worried, as she looked over the edge herself.

"Look, here comes the scamper!" shouted Ben, as he jumped up, relief coloring his voice. That relief turned to confusion when the only ones to step off the scamper were Number 2 and the kid from the past.

"Where's Dexter? Bubbles? Blossom?" asked Ben, his gaze going from one to the other.

"I don't know about Blossom or Bubbles, but Dexter stayed behind. That's what the kid told me in the scamper, said Dexter told them to go on ahead, that he had to make sure the fusions didn't get his inventions," Number 2 voice trailed off towards the end, as he caught sight of the angry look in Ben's eyes. Ben didn't seem to notice the discomfort that he had caused his friend, as his heated gaze fixed on the kid next to Number 2.

The same kid that had already put a good distance between themselves and Ben, sensing that Ben's anger was now directed at them. Seeing the kid's defensive posture and the guilt in their eyes, Ben felt his anger melt away to be replaced by his own sense of guilt. Ben knew that Dexter was an unstoppable force once his mind was set on a goal. So Ben couldn't bring himself to blame this kid, who had done nothing more then exactly what Dexter had wanted them to do. Besides there were really only two people to blame for this mess, Fuse for attacking the plant in the first place, and himself for not being there to help Dexter.

"I'm sorry." Ben then turned and ran for the side of the ship. Even as he heard his friends calling his name, he turned the dial on the Omnitrix, and slapped it down he jumped over the edge. Then the others voices quickly faded, as the form of Jetray sped away form the ship. He headed for the only section of the square that was left, determined to find his friends and bring them back to safety.

Despair slowly began to fill Ben's heart, as he flew back and forth over the only section of land left, and saw no sign of his friends. Then he suddenly stopped dead in the air, a movement to his left having caught his attention. For a moment, he was disappointed to see that it was just a group of fusion mechs, but that changed as he caught a flash of white and red in the middle of their group.

Changing directions, Ben managed to catch the first two mechs by surprise, and sent them into the fusion sea below them. The others of the group were quick to try and shoot him with their lasers, but Ben was faster and soon had destroyed all the mechs in the area. His victory was short lived, when he realized that Dexter's fusion double had been in the group, and was now holding the body of his unconscious friend near the edge of the cliff they were on.

"Land and transform back into your human self. Or the boy genius will die." Knowing the Fusion was not making an idle threat, Ben quickly landed and transformed, placing his hands behind his back as he did so. "Lord Fuse will be pleased, the boy genius and the Omnitrix all in one day. This attack couldn't have gone better. Take him to the transport, and secure his hands, we don't want him changing into one of his aliens."

Ben said nothing as the restored mechs grabbed one of his arms and started to drag him away. Looking up, he could just make out the carrier slowly turning away, and start in the direction of Sector V. A small feeling of relief fleetly filled him, knowing that at least some of his friends were going to be safe, for he knew that Dexter and he would probably not last long. Especially himself when Fuse found out he had made the Omnitrix worthless. Amaeth had told him a long time ago, not long after he had stopped the Omnitrix from self-destructing, there was a way to fry the Omnitrix. By pressing several key places on the underside of the devise, it would make the design unreadable and erase all the DNA info stored in it memory.

As he watched the last piece of Tech Square disappear into the fusion sea, Ben couldn't help but wonder about two things, how long before the Fusions realized the Omnitrix was now completely dark on his wrist, and how much longer his friends could survive.

Author's notes: Well I'm not sure I'm really happy with how this chapter turned out. I may have to rewrite it, but if people like it I'll leave it alone. So there's your hint, review. Pretty Please!


	4. Max

A/N: Yes, I know it's been a long time since my last update, but life has been a real pain lately. So, to make up, this chapter is longer then the others. Hope you like it.

Disclaimer: Don't own, so don't sue.

**What Happened? Chapter 4: Max**

Max watched through a pair of binoculars as a group of Asphalt Freaks entered the Fissure Infected Zone. Placing the binoculars down, Max frowned deeply and narrowed his eyes in thought before turning and sneaking back to the safe point in Townsville Park. He didn't like the fact that so many fusion monsters were entering the infected zone lately, or the fact that the fissure was becoming deeper faster then before. It was truly beginning to worry him. What was Fuse digging for so desperately, and how bad would it be for their side of the war? Entering the safe point, he was surprised to see Number One, aka Nigel, there alone. Before Max could ask where the Scotsman was, he heard yelling and explosions coming from the right of the safe point, the same direction he knew a group of Dire Raptors were in. Meeting Nigel's gaze, they both heaved long suffering sighs and silently agreed to leave the Scotsman to his fun.

Walking up to the table, next to Nigel, Max pulled out a map and studied the latest readings on the depth of the fissure. The frown that crossed Max's face drew a concerned look from Nigel.

"Is it bad, Max?"

"It's not good Nigel. That's the fifth reported group of Asphalt Freaks to enter the infected zone in the last three days, and this was the largest one yet. Whatever they're searching for, they have to be close to it." Sighing and running his hand through his hair, Max left the table and entered his RV. Nigel watched him go, a look of confusion on his face. The confusion only deepened when Max came out holding a strange device.

"What's that?"

"This, Nigel, is a seismic sensor. With it we should be able to see if there's anything under the area where the Asphalt Freaks are digging. The only problem is it has to be placed in the center of the infected zone. So I'll be back…"

"No," said Nigel, cutting Max off with a shake of his head. "I'll do it, I'm smaller and quicker. I can be in and out before the fusions notice that anything is going on. Besides, you'll need to be here when the readings start to come in." Holding out his hand, Number One waited until Max reluctantly placed the sensor into it.

"It has to go into the middle of the fissure. Be very careful, Nigel. I don't want to be the one to tell your team you became fusion food. If you get into any trouble, call at once. Understand?" Number One nodded, and placing the sensor into a backpack, he quickly left the safe point. The entire time, he could feel Max's concerned gaze following him.

An hour later, a very tired Number One reentered the safe point and was a little surprised to see both Max and the Scotsman leaning over a computer screen. As Number One approached the table, Max looked up and motioned him to join them.

"You need to see this, Nigel," said Max, as he turned the computer screen toward Number One. "This first image was taken five minutes after you finished setting up the device." On the screen, Number One could see the static image of a cave that was as long as the fissure and just as wide. In the middle of the image was a large dark blob easily half the size of the cave. "The next image was taken about forty minutes later." Number One's breath caught as he took in the new image. The dark blob had moved in the time between the two images, and he could now see that it was covered in what looked liked spikes and huge horns.

"Wha……what is that?!" stammered Number One, as he backed away from the screen.

"That, Nigel, is the ancient creature that Fuse is trying to awaken. It also big trouble for us because the fusions are closer to the creature then I like," said Max, as he continued to stare at the image.

"Aye lad, that beast is giving off great demonic energy. We can't be letting Fuse get his hand on it," chimed in the Scotsman, as he tried to make sense of the computer.

"Tell me what to do Max, and I'll see that it gets done."

"You're not doing anything more for the time being, Nigel. You're exhausted from your last trip, so just leave this one to the Scotsman and me. We're going to set some charges in the fissure and collapse it before the creature can be freed," explained Max, as he stood up and began to gather the supplies he needed. "We have to set them up at three different points, so don't worry if it takes a little while. Also, Ben will be coming by later. I know he's going to worry when he finds out where I've gone. So if you could keep him calm until I come back, I'd appreciate it. We'll contact you if anything goes wrong." Nodding his consent, Number One watched as Max and the Scotsman left the area. All the while he was silently wishing them luck.

"Hey, Number One!" Turning at the call, Number One smiled as Ben came up to him and shook his hand.

"How have you been, Ben? Any progress with the space port?"

"Fuse still has us grounded, but we're thinking up new plans to get back into the air. And I'm doing ok, but where's Grandpa Max? I thought I told him I was coming," said Ben, as he looked around the area.

"Max and the Scotsman have gone to the infected zone. We found out what Fuse has been digging for, and they went to set some charges to stop Fuse from getting to it. You shouldn't worry though: they haven't called with any problems, so I think things must be going alright."

"Number One! Number One, we have a problem, sir!" shouted a KND member as he ran up to them.

"What is it, Number 249?"

"A large group of Asphalt Freaks just entered the infected zone, and at least 10 of them were Asphalt Freak Fathers!"

"What?!" shouted Number One, as identical looks of horror and fear crossed both his and Ben's faces. Reaching down, Number One picked up his shattergun and took off after Ben, who was already running toward the fissure.

"249, get a group together and meet us at the warp pad! Hurry!" Number One ordered, as he caught up with Ben. When he did, he flipped his hand and a com cube appeared in it. "Max! Max, this is Number One, do you read me?"

"Nigel….." Anything else Max night have said was cut off by a large explosion.

"Grandpa! Hang on, we'll be there soon!" called Ben, with a note of desperation coloring his voice.

"No Ben! It's too dangerous, stay away!" A second closer explosion came over the com cube. "They got the second set of charges!" This caused both Ben and Number One to put on even more speed, both silently cursing the fact that the Omnitrix was not working at that moment. Turning the last corner and racing over the hill, they both suddenly stopped dead in their tracks at the sight before them. The warp pad was in pieces, smoke still rising from most of it.

"Grandpa, they destroyed the warp pad!"

"I know, Ben." Ben looked at the com cube with disbelief before running over to the shield surrounding the fissure.

"You have to find a way out! Please, Grandpa!" cried Ben, as he started to beat on the shield. A sudden earth rattle roar caused Ben to freeze in mid hit, before his eyes snapped to the cube Number One still held. On the screen they could see a large spiked claw burst from the ground, before withdrawing again.

"I can't do that, Ben, not now." Max's regret-filled voice sounded in the silence after the roar. "I have to stop Fuse from getting his hands on that creature. I'm going to take the lens off my null void gun. The raw power will cause an explosion great enough to destroy everything in the fissure, including that creature."

"No." said Ben, as he sank to his knees, his forehead resting against the shield. It was one word, but it was filled with so much despair and grief that it broke Number One's heart, and he had to look away. "Please, Grandpa, you're all Gwen and I have left. You can't leave us too. Please."

"I'm sorry Ben." Max's heart was breaking as he said those words. "Tell Gwen I'm very proud of both of you, and I love you very much." Number One's eyes snapped back to the screen just in time to see Max jump into the hole left by the creature. Then there was a blinding and deafening explosion.

Far away in the wilderness, Gwen sank to her knees in pain. She always kept tabs on her cousin and grandpa by feeling their mana. It was a great comfort to be able to feel it and know that they were safe and alive, but now one of those manas had just disappeared. She could no longer feel its comfort like she had all her life. As the plumber agents in the area came running up to see what had happened, Gwen threw her head back and cried out one word. That one word was so unexpected and filled with so much grief, heartbreak, and pain, that it stopped everyone in their tracks. A word that, even so far away, Ben was echoing with just as much pain.

"GRANDPA!"

A/N 2: Ok if you have seen the episodes 'Max out' and 'Voided' then you know what happened to Max. If not then you should watch them the next time they come on TV. I think Wilt is next on my list, so until then, review.


	5. Wilt

Chapter: Wilt

Disclaimer: I own nothing!

A/N: Sorry this has taken so long to get out. Life and work have been major pains in my….. (Clears throat), well anyway it caused some major writer's block, but I think I'm starting to break through it. So hopefully I'll be able to start getting these out in a more timely matter. You'll also have to excuse me if any of the characters in this chapter seem OOC, but I've only seen a few episodes of Foster's and that was a while ago, though I did try to get close to what I remembered.

To Astro-McPhearson: Thanks for the review. Guess I forgot to say this, but the chapters won't necessarily link up or really be in order. Depending on who I'm focusing on in the current chapter, characters that I've already done a previous chapter on may make an appearance; if I think the person in the current chapter disappeared before them. The only reason that first three chapters linked up was because Dexter and Ben disappeared at around the same time, during the battle for Tech Square.

Wilt had never hated anything or anybody before. Sure he had gotten annoyed or frustrated at someone before (usually Bloo), but never for very long, it just wasn't in his nature. He was usually such a laid back kind of guy that was the way he had been created. Even when he had been beaten by Foul Larry, he had never hated him; actually he'd been more upset with himself then with Larry, but now he knew what true hate was. As Wilt looked down at Fusion Numbuh Five's smug smile, he felt true burning hatred well up inside of him. They had made a deal! His friends were supposed to be safe and sound in Foster's! But they weren't, they were gone, and it was his fault for not listening to them in the first place. He should have known that a Fusion would never keep their word.

*A few days ago*

Wilt had been watching Eddy wheel and deal different kids all morning, and was feeling just the tiniest bit bored with watching him. Leaving his post and walking around the back of Eddy's 'thorn' he tapped Double D on the shoulder. Turning the quieter boy immediately smiled and tuned out Eddy as he focused on the friend in front of him.

"Sorry, hope I'm not bothering you, but I'm going to visit Foster's for a little while. Sorry, that's not a problem is it?" asked Wilt, looking slightly worried that he was putting Edd out.

"Of course it's not a problem. You have a nice visit and watch out for the fusion monsters, they've became rather aggressive lately. Actually, may I suggest that you take a monkey flight, it would keep you safer and you would get there faster as well," said Double D, as he pointed over to the area that Mojo's monkey minions had taken as their own. Seeing the look of doubt on Wilt's face and realizing that he was about to argue that he didn't want to be a bother, Double D pulled a bit of a trump card. "It would also make me feel so much better, since I wouldn't have to worry if you had gotten there safely or not."

Wilt sagged a little as Double D said that, after all he didn't like to make people worry about him, especially a sweet boy like Double D, so nodding his expectance, Wilt turned and headed for the monkeys.

Touching down in front Foster's a few minutes later, Wilt was glad he had taken Double D's suggestion, after all now he had even more time to spend with his friends. Looking around, he spotted Frankie, Eduardo, and Mr. Harriman standing together in front of the gates. Walking closer he also noticed that they looked very worried and scared.

"I'm sorry if I'm interrupting, but is everything ok?"

"No, everything is not ok! It fact the whole thing is unheard of, and that will never do," said Mr. Harriman, as he bounced back and forth in front of the gate.

"Fusion Numbuh Five is demanding to be allowed to adopt an imaginary friend. She said that if we didn't give her one soon that she would destroy Foster's," said Frankie, as she cast fugitive glances toward the maze behind the house. Seeing the scared looks on the other's faces Wilt quickly came to a decision.

"Why not send me? I'll be her friend if it keeps Foster's safe," asked Wilt, as he looked at the others.

"Absolutely NOT!"

"What a preposterous idea, Master Wilt. That will not do at all."

"Si is a muy mal idea. You no should do."

Surprised by the force of the emotions behind their words and expressions, Wilt quickly put up he's hand in surrendered and made a calming motion. "Alright, I'm sorry. It was a bad idea, sorry."

"It was a bad idea Wilt. You can't trust a Fusion, they never tell the trust and they never keep their promises! We'll never give them an imaginary friend; we won't lose someone else, not like we did Mac and Coco. We just can't." Frankie's voice trailed off near the end, and she looked away from the others, but not fast enough to hide the tears building in her eyes. Feeling guilty for making Frankie cry, Wilt bent down and wrapped his good arm around her. She gratefully turned and buried her face into his chest, silent sobs shaking her body. After a few minutes, Frankie seemed to pull herself together and pushed away from Wilt.

"Don't cry Frankie, I'm sorry. I'll just stick around and try to help you think of a better plan, is that ok?" Wilt sighed in relief, as Frankie nodded and even gave him a small smile.

Several days later, they had still not thought of a good plan to get rid of the fusion. They had even called on Dexter to see if he could think of anything to do. As a result, he was trying to scan and pin point the exact location of the Fusion's lair, but so far he had not had any luck. They came to realized that they were running out of time, when one of the friends found a gobby trap out behind the maze, and that discovery was what made Wilt go against the advice of all his friends.

First he needed to make made sure the Cul-de-Sac would be cared for when he was gone. So going up to Eduardo, Wilt explained how the kids were starting to get worried about not having the familiar presence of an imaginary friend nearby. So Eduardo agreed to go to the Sac but just until Wilt was ready to go back. Wilt even asked Frankie to take Eduardo so he won't be so afraid to leave the house, which she agreed to do, and Mr. Harriman he distracted by pointing out a few of the friends that were breaking the rules. Walking to the entrance to the maze, he felt very guilty about tricking his friends, but he knew it would be worth it if they were all kept safe.

"Hello? Is anyone here? Hello?" Seeing movement off to his left, Wilt slowly started to make his way deeper into the maze. He continued to follow the slight movements he would catch out of the corner of his eye, until he came to the very center of the maze. He stopped just short of entering the small area when he saw what was in it. Standing in front of a fusion portal was Fusion Numbuh Five, a sick, twisted, just wrong version of the sweet, adorable girl that Wilt had once met. Taking a deep breath, Wilt gather up the last remains of his courage and stepped into the clearing.

"Um.....hello? Sorry it took so long, but I'm your new imaginary friend. So you can leave Foster's alone now. That's ok right?" Wilt's voice trailed off uncertainly, as the fusion in front of him continued to just stare. Just as he was starting to fidget under its gaze, Fusion Numbuh Five walked over to him and taking him by the wrist began to lead him toward the fusion portal. Wilt's first instinct was to try and pull away from the fusion's ice cold touch, but he firmly stomped down on that compulsion, reminding himself that this was for the other friends at Foster's. Going through the fusion portal was one of the worst things he had ever experienced, and left his skin crawling and his stomach doing flips flops.

The time that it took to travel through the lair, Wilt was actually glad the Fusion Doppelganger was with him. This flitting gratitude was because the Extremospawns that roamed the lair gave them a wide breath as they passed through it. Finally they reached the other end of the lair and once again Wilt was subjected to having his skin crawl and his stomach doing flip flops, as they passed through another portal, only to have it drop a moment later as Wilt realized what he was seeing.

From where they were, high in the mountains, Wilt could see the whole expanse of Foster's laid out before him. Starting forward, Wilt had every intention to ask the fusion what they were doing here, when he was suddenly grabbed from both sides by a pair of Timber Terrors. As they started to drag him to a nearby transport, he could just see the Foster's bus pulling up outside the house. Drinking in the last sight of his home, Wilt's attention was drawn to Fusion Numbuh Five, as she turned to face him. Locking eyes with her, Wilt felt a feeling of dread rush through him as he watched a smirk across her face and saw her slowly raise her hand.

"NO!!!"

Miles away, in a laboratory deep underground, alarms and lights started to go off. Dropping the tracking devise he was finishing, Dexter quickly ran over to his main computer console, and taking in the reading that were scrolling across his screen, he began to swear loudly and started inputting commands into the system. At the same time that the alarms and lights were turning off, out of a slot in the ground next to the headquarters, erupted ten energy shield disks that shot off towards Foster's. Leaning against the console, Dexter let out a heavy sigh before queuing up his com.

"Blossom, come in this is Dexter."

"Blossom here. What is it Dexter?"

"I need you to gather a team and head out to Foster's. The tearafussers in the area have gone haywire and several gobby traps have exploded, causing Foster's to become an Infected Zone. You need to look for any traces of survivors and Fusion Numbuh Five. Contact me with any findings, understood?"

Understood, Blossom out!"

Cutting the connection, Dexter once more looked up at the readings surrounding Foster's before a determined look entered his eyes. Turning he swiftly returned to his work bench and picking up the pieces of the ruin tracker, he once again reaffirmed his oath. Fuse would NOT win, he would pay for every life lost, Dexter would make sure of it.


	6. Rex

Disclaimer: I do not own Fusion fall, or any of the Cartoon Network characters.

A/N: Sorry it's taken so long for me to get out a new chapter. For those interested I've rewrote chapters 1 and 2. I'm slowly working on the other chapters. Thanks to Lightning Bird for betaing this chapter for me.

Rex grunted as he blocked another strike from his opponent. After having fought for over two hours straight, Rex could feel the exhaustion setting in, and knew he needed to put some breathing room between them. Dodging another hit, he tried to call on his nanites, only to remember to late how bad an idea that was. Seconds later he felt white hot pain surge through his body as his nanites went out of control. He was barely aware of the fact that he was screaming, that his limbs were trying to rapidly transform, when he felt someone come up behind him and pin his jerking arms to his sides. As he was pulled against someone's chest, his pain-filled mind slowly registered the fact that his nanites were not attacking, but he couldn't understand why not.

"Rex! I need you to calm down."

The young EVO knew that voice, could feel a name just at the edge of his clouded mind, but the answer continued to elude him.

"Rex, that's enough. You're going to be fine, just calm down."

A man's voice, a trusted voice, but who...SIX...it was Six's voice. If the older man was here than that meant he was safe, after all, Six would never let anything hurt Rex if he could help it. As if that thought was some signal that the nanites were waiting for, they began to power down, and Rex groaned in relief as the pain became the dull throb of over-used muscles and joints. Without the pain-fueled adrenaline coursing through his body, the teen's legs collapsed out from under him, and it was only the agent's grip on him that kept him from hitting the training room floor. Feeling more than hearing the sigh Six let out, he felt himself being lowered to the floor. So that he was leaning against the older man's chest, his head resting on his shoulder.

"You ok there, Chief?"

The teen slowly cracked open his eyes, and could just make out the blurry figure of his chimp friend, Bobo. Before he answered, he looked around and saw a blurry group of Providence agents nearby, so he decided not to say how he truly felt.

"I'll be fine, Bobo." Rex's voice was hoarse from screaming, and all he wanted to do was sleep, but there was something he was suppose to be doing, something important. As if reading his thoughts, Six shifted and spoke up.

"I think that's enough training for today, Rex," said Six, and Rex could just pick up the slight softening of his tone that only seemed to happen around him and Dr. Holiday.

Knowing that the green-suited agent would take care of him, the young EVO let his eyes slip shut, and his body completely relaxed against the older man's.

Six looked down as his young charge went limp, concern filling him (though you couldn't tell from his face) as the teen fell into a light doze. Looking up and casting his sharp gaze around the Providence Keep's training room, Six watched as the other agents quickly went back to their own training. All of them knew how protective the Senior agent was of Rex, and most made sure never to push the man when he was in mother hawk mode.

Once Six was sure that the others were occupying themselves, he glanced back down at Rex and gave another silent sigh. The younger man had been training hard, trying to learn to fight without the help of his nanites, but there were still times where he would forget and the results had been increasingly painful for him. They still didn't know what was causing his nanites to act up, but he knew they needed to find out soon, Rex was starting to get restless. Pulling his thoughts back to the present, Six pulled the dark-haired teen's arm over his shoulders and started to slowly pull him into a standing position. Six flinched internally as Rex groaned in pained protest at being moved, but he could feel the younger man try to help by getting his feet under him.

"Six?"

"Easy, Rex, I have you. I'm going to take you to Holiday," said Six, as he made sure he had a good grip on the dark-haired EVO. "Bobo, go make sure the doctor has a bed ready for him."

"Ya got it!" agreed the chimp as he ran off ahead of them.

Doctor Holiday looked up from spreading the last sheet on the med-bed to see Six slowly come through the door supporting a weak and hurting Rex. Getting a nod of greeting and a raised eyebrow at the absence of a certain monkey, she watched him bring the younger man over and help him sit on the edge of the bed. Placing a steady arm around the boy's shoulders, the green-suited man helped Rex stay upright, as Holiday gave him a pain pill and a glass of water.

Taking the glass back, Holiday walked over to her work bench, and began to gather her reports together, while watching the other two in the monitor by her side. She saw Six help Rex lay down, before pulling the covers over him, and hesitating only a second before he began to gently card his hand through the boy's hair. As the younger man sighed in contentment, she could see when his body completely relaxed into a restful sleep. This is why Holiday had sent Bobo on an errand for her, she knew that Six would never have comforted Rex like that if anyone but she was present. After all she had caught the agent doing these little things for Rex too many times for him to care if she saw more, but she still tried to give him the illusion of privacy when she could.

"_Agent Six, come in._"

"Six here, go ahead." Holiday turned to see Six stepping away from the sleeping Rex, his fingers to his ear piece.

"_We've discovered more of those strange readings, sir._"

"Understood. Get a team together, I'll be there in five minutes." Cutting the connection, Six looked over at her before raising an eyebrow.

"Don't worry, Six. I'll keep an eye on him."

The stoic man nodded, before glancing one more time at Rex, then turning, he walked out of the room.

Hours later, Rex sat on the med-bed tapping his fingers nervously against the data pad in his hand. He had only woke up about half an hour ago and was shocked to find out that none of Six's team had reported in for over three hours. Holiday had gone to the command center (after getting Rex to swear that he wouldn't move) to see if there was any news on the team. Rex growled in frustration before dropping the pad, drawing his legs up to his chest, and dropping his head onto his knees. He should be out there helping Six, not stuck here where it was 'safe'. How could he make sure Six was proud of him, that the agent never regretted sticking his neck out for him, if he was sitting here being useless?

"You're not useless, Rex."

Rex stiffened at the sound of Six's voice (mortified that he had been talking out loud again) and just listened as the agent's footsteps approached. As he got closer, the teen couldn't help frowning a little thinking that something sounded off about the older man's steps.

The young EVO didn't look up as the older man stopped next to him. It wasn't until he felt a surprisingly gentle hand rest on his bowed shoulders that Rex worked up the courage to lift his head and look at the older man. Seeing the faintest of smiles on Six's face, the teen felt himself completely relax.

"You're never useless, Rex, and I'm always proud of you. Well…"

Rex, who had been grinning at the agent, felt the smile slip at the thoughtful look on the man's face.

"Maybe not during that incident in Peru, or that time at those talks in Rome, defiantly not during the summer in Spain..."

"Ok! Ok, I get the idea!" cut in Rex, his face heating up with each event that Six listed. Still, he couldn't help the smile that crossed his face as the normally stoic man ruffled his hair. Seeing the small, answering smile on the other's face, Rex closed his eyes and allowed himself to soak up the affection that Six was giving him. The dark-haired EVO knew this open show of caring wouldn't last much longer. In fact, there were only two reasons that Six would be freely showing it now; one, there was no one else in the room but him and two, the sneaky agent had temporally disabled the cameras in Holiday's lab, which he just knew was driving the techs nuts.

"Rex." The younger man could hear the note of warning in his mentor's voice, and knew that their time was almost over. So acting on impulse he reached out and hugged the older man around the waist. Since he still had his eyes closed, Rex missed the total softening of Six's face as he reached down to return the hug. Far too soon, Rex felt Six try to gently pull away, and sighing in regret the younger man opened his eyes before sitting back on the med-bed. Six offered him one more brief smile before his mask once more fell into place.

"More samples for the Doc?" asked Rex, as he finally noticed the container hanging from Six's hand.

"With the strongest signal we've found yet," said the agent, giving the teen a small nod of approval before turning and walking over to place it on a nearby work bench. As he placed the container down, Rex finally saw the blood staining the left leg of Six's pants.

"Six, your leg!" cried Rex, as he jumped off the bed and rushed over to the ninja's side.

"It's not that bad, Rex. They sent some green recruits with us and they froze up when they saw the Fusions we were up against. One of the things got a lucky shot in when I was keeping one the newbies from getting himself killed. They also managed to take out our communication equipment. It's looks worse than it really is, so there's nothing to worry about."

Seeing the sweat that was forming on the man's face, and the way he was holding onto the table, Rex merely shook his head, and grabbing the agent's arm starting pulling him towards one of the bed.

"I think we had better let Holiday decide on that."

Several hours later, Rex sat on his own bed watching the older man sleep. The wound had been worse than the green-suited agent let on. Fusion matter had infected it, and had been slowly spreading through his mentor like poison. Thankfully DexCorp had discovered an antidote for infections like the agent's, and the older man was now resting. The teen couldn't help but smirk when he remembered that to keep Six in bed, Holiday had hidden his glasses and jacket.

Just as Rex decided to have a quick doze himself, Bobo walked into the room holding a small data pad. Throwing a brief, concerned (though if you ever confronted him, he would have denied it) look toward the sleeping agent, the monkey walked over and handed the pad to Rex.

"Don't ask how I got it. You're better off not knowing, but you own me five banana milkshakes for this."

"Right. Thanks, Bobo."

"So why did you have me take that data?" asked Bobo as he watched Rex access the pad.

"These are the coordinates of where each of those strange samples came from. I'm hoping maybe I can find a pattern or some link. The sooner we find a link, the sooner I can get back to normal, and…" Bobo watched as the teen glance up at Six, before going back to the pad. "I'm tired of people getting hurt because I can't do my job."

Seeing the miserable look on Rex's face, Bobo opened his mouth to say something he hoped would be comforting, when the teen gave out a shout of success. Turning the screen toward the monkey, Rex showed him what looked like a map of a tunnel system.

"See, Bobo, when you look at a map of the sewer system, all the sample locations are the same distance from this one area here. So you and me are going to check it out. Great huh?"

"You sure we should be doing that, Chief?"

"Come on, Bobo, where's your sense of adventure? Besides all we're going to do is see if anything is down there. If there is we call in Providence to back us up. If not, than we save them a little search time. So what do you say, huh?" asked Rex.

"I'm game. It'll be better than sitting around on our butts all day." Nodding in agreement, Rex threw off the sheet, and they quietly slipped out of the med-bay. As the door closed behind them, neither EVO saw Six's head turn toward them his eyes opened into slits.

An hour later, Rex and Bobo were nearing their destination, but neither of them was happy. They had not come across a single Fusion on their way down, and it was putting them on edge. Entering what they now realized was a spillway; the two EVO's froze in shock. In the middle of the spillway was the portal for a Fusion Doppelganger.

"Bobo, we need to leave, we need to leave right now!" shouted Rex as every instinct he had screamed at him to run.

"You'll have no argument from me," said the chimp, as he began to back out of the room.

Turning, Rex was about to run, when he heard something rushing up behind him. He didn't even get his head turned before he felt something jump on his back slamming him to the ground. The last thing he heard before blacking out was Bobo franticly calling his name.

"Rex. Rex, wake up. Now, Rex!"

Being used to obeying that voice in that tone, Rex forced himself to break free of the darkness that was calling to him. Slowly opening his eyes, Rex groaned as his head began to pound. Feeling something squeeze his shoulder, the teen looked to his left and blinked in surprise to see Six crouched beside him. He had one hand on the teen's shoulder, the other holding his katana defensively in front of them. At first, the only thing that Rex noticed was that Six had found his glasses, but still was missing his jacket, and then he finally noticed the agent's tense posture. Taking his first good look around, the younger man felt the blood freeze in his veins as he drew in a sharp breath. He saw that he was no longer in the well-built sewers of Downtown, he was now in the slime-covered corridor of a Fusion's lair.

Suddenly wanting to be anywhere but here, Rex swiftly gained his feet, and after shaking off some dizziness he helped the older agent up. He started off to the left, only to be stopped by his mentor and pulled toward the right. Deciding Six probably knew the way better than he did, Rex followed along without a word of protest. They had been walking for only a few minutes when they came to a clearing and Six pulled up short. Looking around the tense agent, Rex felt suddenly sick at the sight in front of them. It was Rex, but only not really, Fuse had made a Doppelganger of him. The thing in front of them was obviously spoiling for a fight, its eyes full of hate as it smashed the ground with its smash hands.

"Rex, take this and give me cover fire," ordered Six as he handed the teen a null-void pistol. "And whatever you do, DON'T use your nanites."

Rex nodded at the older man, suddenly very grateful that Bobo had been helping him with his aim. The young EVO knew he would never forgive himself if he hurt the agent that was fighting for him.

Minutes-but what felt like hours-later, the Fusion gave a final cry before destabilizing and sinking into the ground. Locking eyes with the huffing agent, Rex grinned as he was given a nod of approval before Six's head snapped up as if he had heard something.

"We need to go, Rex," ordered Six as he began to push his charge toward the portal.

"But, Six, your leg. Shouldn't we rest a-" started the teen, only to be cut off by a hard push from his mentor.

"Now, Rex."

"Ok, ok, quit shoving," huffed the young EVO as he ran ahead of the older man. Being in front, the dark-haired EVO didn't see the Senior agent look back, a resigned but determined look crossing his face. Turning back and seeing the portal getting close, Six made his decision.

"Rex, I want you to remember something. Even if you forget everything else, remember this; I have always been proud of you, and I have always cared about you."

As Rex started to look back in shock, he felt something slam into him, throwing him toward the portal. He was just able to catch a glimpse of Six fighting with his own Fusion, and then the portal whisked him away.

Appearing back in the sewer, Rex hit the ground hard and rolled for several feet. For a minute, all he could focus on was getting the air back into his lungs, and ignoring the pounding of his head. Slowly pushing himself up onto his knees, the shaky teen placed a hand to his head before looking toward the portal. Or rather where the portal had been.

"Six?" weakly called Rex, as he looked around for the older man. As he started to crawl to where the portal use to be, he continued to call his mentor's name, each call a little louder, a little more frantic then the last. Until finally he stopped, the terrible truth choking him. His guardian had never made it out of the Fusion's lair.

"SIX!"

* * * * * * * * *

"That's all that I know. That little bit is all I managed to get it out of Rex just before he passed out," reported Holiday as she faced the view screen. Staring back at her were all the leaders of the Earth's Combined Forces. Ben, Dexter, Number One, and several others wore varying looks of concern, as they listened to her report.

"My condolences on your loss, Dr. Holiday," said Dexter.

"How's Rex doing?" asked Ben, his worry evident.

"He...when he woke...his nanites..." Holiday looked over at the windows of her lab, and briefly watched the teen standing in front of them. His face was carefully blank, and as she watched she saw him look around and spot a (to her) familiar jacket. Going over to the chair it was on, she watched as he just stared at it.

"I always thought something traumatic could trigger it, I just never thought it would be an event like this. I think to protect Rex from the pain of losing Six, his nanites erased his memory. Of course that's just my theory. I'm still not fully sure what causes these episodes, but the Rex that we knew is now gone," reported Holiday, her voice thick with sadness.

"So you mean he doesn't remember anything?" asked Number One, a hint of sadness and fear infusing his tone.

"When he woke up, Rex said he only remembered two things," said Holiday, as she saw Rex pick up the green jacket up off the chair. As she watched him stare at it, she noticed a surprised look crossed his face. She understood why a moment later when he reached up and wiped tears from his face. She knew he didn't understand why he was crying over a jacket, or why he seemed to clutch it tighter as he turned back to the windows.

"One of those things of course was his name," started Holiday, before she finally turned from Rex and looked back at the screen in front of her. The feelings of loss and sadness clear for everyone to see in her eyes "The other, is a man's voice telling him that he was always proud of him, and that he had always cared for him."

Over by the windows, Rex wiped the last of the tears from his face, before once more looking at the jacket in his hand. Looking up with a blank expression, he slowly slid the green jacket on. Its steady weight a comfort that he knew he would never understand, nor one that he would ever give up.


	7. Chapter 7

Note Time:

I promised myself I would never do this, but here I am doing it anyway. I'm going to close down this version of my story and post the re-written chapters in a new story. I realized that anyone who had reviewed my chapters before could not review the redone chapters, and I would really like peoples' options on the redone chapters. The re-writes and any new chapters I do write will be under the title 'What Happened? Redone'. Thanks to everyone and I hope to hear from everyone soon.


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